Common use of Reduction in Amount of Offered Securities Clause in Contracts

Reduction in Amount of Offered Securities. If the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i) above), then each Participating Stockholder may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder elected to purchase pursuant to Section 6(b) multiplied by a fraction, (A) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (B) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders in accordance with Section 6(a).

Appears in 8 contracts

Samples: Stockholders Agreement (Cogent Communications Group Inc), Stockholders Agreement (Cogent Communications Group Inc), Stockholders Agreement (Cogent Communications Group Inc)

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Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i12(c)(i) above), then each Participating Stockholder Offeree may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Offeree elected to purchase pursuant to Section 6(b12(b) multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a12(a).

Appears in 6 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Mevion Medical Systems, Inc.), Investor Rights Agreement (Supernus Pharmaceuticals Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i) above), then each Participating Stockholder Offeree may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Offeree elected to purchase pursuant to Section 6(b(b) above multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered SecuritiesSecurities the Company proposed to sell in its writing delivered pursuant to Section 3.1(a) above. In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a3.1(a).

Appears in 6 contracts

Samples: Securities Purchase Agreement (Vertical Communications, Inc.), Securities Purchase Agreement (Vertical Communications, Inc.), Securities Purchase Agreement (Vertical Communications, Inc.)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Remaining Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i12(c)(i) above), then each Participating Stockholder Offeree may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Offeree elected to purchase pursuant to Section 6(b12(b) multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until a portion of such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a12(a).

Appears in 5 contracts

Samples: Rights Agreement, Investors’ Rights Agreement (BioNano Genomics, Inc), Investors’ Rights Agreement (BioNano Genomics, Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i5.03(a) above), then each Participating Stockholder Investor may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Investor elected to purchase pursuant to Section 6(b) 5.02 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Investor so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Investors in accordance with Section 6(a)5.01.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Furniture Com Inc), Preferred Stock Purchase Agreement (Furniture Com Inc), Preferred Stock Purchase Agreement (Furniture Com Inc)

Reduction in Amount of Offered Securities. If In the event that the Company shall propose proposes to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(iparagraph (c) above), then each Participating Stockholder Investor may, at its sole option and in its sole and absolute discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder such Investor elected to purchase pursuant to Section 6(bparagraph (b) above multiplied by a fraction, (A) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (B) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Investor so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Investors in accordance with Section 6(a)herewith.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Bookham, Inc.), Securities Purchase Agreement (Tag Entertainment Corp), Exchange Agreement (Bookham, Inc.)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all of the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i6.03(a) above), then each Participating Stockholder may, at its sole option and in its sole discretion, the Purchaser may reduce the number of, of shares or other units shares of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Purchaser elected to purchase pursuant to Section 6(b) 6.02 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder the Purchaser so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Purchaser in accordance with Section 6(a)6.01.

Appears in 3 contracts

Samples: Stock Purchase Agreement (General Components, Inc.), Stock Purchase Agreement (General Components, Inc.), Stock Purchase Agreement (General Components, Inc.)

Reduction in Amount of Offered Securities. If the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i4(m)(iii) above), then each Participating Stockholder Buyer may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder such Buyer elected to purchase pursuant to Section 6(b4(m)(ii) multiplied by a fraction, (A) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (B) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Buyer so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Buyers in accordance with Section 6(a4(m).

Appears in 3 contracts

Samples: Securities Purchase Agreement (24/7 Real Media Inc), Securities Purchase Agreement (Digitalthink Inc), Securities Purchase Agreement (Valence Technology Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities to Persons other than the Offerees (any such sale to be in the manner and on the terms specified in Section 6(c)(i12(c)(i) above), then each Participating Stockholder Offeree may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Offeree elected to purchase pursuant to Section 6(b12(b) multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a12(a).

Appears in 3 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Demandware Inc), Investor Rights Agreement (Demandware Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i12(c)(i) above), then each Participating Stockholder Offeree may, at its sole option and in its sole discretion, reduce the number of, of shares or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Offeree elected to purchase pursuant to Section 6(b12(b) multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a12(a).

Appears in 3 contracts

Samples: Investor Rights Agreement (Helicos Biosciences Corp), Investor Rights Agreement (Helicos Biosciences Corp), Investor Rights Agreement (Versant Ventures II LLC)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i6.03(a) above), then each Participating Stockholder Purchaser may, at its sole option and in its sole discretion, reduce the number ofnumber, or other units units, of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Purchaser elected to purchase pursuant to Section 6(b) 6.02 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Purchaser so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Purchasers in accordance with Section 6(a)6.01.

Appears in 3 contracts

Samples: Occupational Health (Axa U S Growth Fund LLC), Venrock Associates, Venture Capital Fund of New England Iii Lp

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i3.3(a) above), then each Participating Stockholder Offeree may, at its sole option and in its sole discretion, reduce the number of, of shares or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Offeree elected to purchase pursuant to Section 6(b) 3.2 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a)Article III.

Appears in 2 contracts

Samples: Investor Rights Agreement (Enernoc Inc), Investor Rights Agreement (Enernoc Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i13(c)(i) above), then each Participating Stockholder Offeree may, at its sole option and in its sole discretion, reduce the number of, or other units amount of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Offeree elected to purchase pursuant to Section 6(b13(b) multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a13(a).

Appears in 2 contracts

Samples: Investor Rights Agreement (Collegium Pharmaceutical, Inc), Investor Rights Agreement (Collegium Pharmaceutical Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i) above), then each Participating Stockholder Offeree may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Offeree elected to purchase pursuant to Section 6(b(b) above multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered SecuritiesSecurities the Company proposed to sell in its writing delivered pursuant to Section 3.4(a) above. In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a)(a) above.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Artisoft Inc), Stock Purchase Agreement (Artisoft Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all of the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i6.03(a) above), then each Participating Stockholder may, at its sole option and in its sole discretion, Purchaser shall reduce the number of, of shares or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Purchaser elected to purchase pursuant to Section 6(b) 6.02 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Purchaser so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Purchasers in accordance with Section 6(a)6.01.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Chemgenics Pharmaceuticals Inc), Confidentiality Agreement (Chemgenics Pharmaceuticals Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Offered Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i11.03(a) above), then each Participating Stockholder mayOfferee shall have the right, at its sole option and in its sole discretionbut not the obligation, to reduce the number of, of shares or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder such Offeree elected to purchase pursuant to Section 6(b) 11.02 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a)11.01.

Appears in 2 contracts

Samples: Contribution Agreement (Mortgage Com Inc), Contribution Agreement (Mortgage Com Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i) above), then each Participating Stockholder the Investor may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Investor elected to purchase pursuant to Section 6(b(b) above multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered SecuritiesSecurities the Company proposed to sell in its writing delivered pursuant to Section 7.8(a) above. In the event that any Participating Stockholder the Investor so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Investor in accordance with Section 6(a)(a) above.

Appears in 2 contracts

Samples: Stock and Warrant Purchase Agreement (Insmed Inc), Securities Purchase Agreement (Sirna Therapeutics Inc)

Reduction in Amount of Offered Securities. If In the event that the Company shall propose proposes to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(iparagraph (c) above), then each Participating Stockholder Purchaser may, at its sole option and in its sole and absolute discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder such Purchaser elected to purchase pursuant to Section 6(bparagraph (b) above multiplied by a fraction, (A) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (B) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Purchaser so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Purchasers in accordance with Section 6(a)herewith.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Nanosensors Inc), Debenture Purchase and Warrant Agreement (CHINA MOBILITY SOLUTIONS, INC. (Formerly Xin Net Corp.))

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i) 12.3.1 above), then prior to the closing described in Section 12.3.3, each Participating Stockholder Preferred Shareholder may, at its sole option and in its sole discretion, by written notice to the Company reduce the number of, of shares (or other units of the Offered Securities Securities) specified in its respective Notices Notice of Acceptance to an amount which that shall be not less than the amount of the Offered offered Securities which the Participating Stockholder Preferred Shareholder elected to purchase pursuant to Section 6(b) 12.2 multiplied by a fraction, (Aa) the numerator of which shall be the amount number of all Offered Securities which the Company actually proposes to sell, sell and (Bb) the denominator of which shall be the amount total number of all Offered Securities. In the event that any Participating Stockholder Preferred Shareholder so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of for the Offered Securities until such securities have again been offered to the Participating Stockholders Preferred Shareholder in accordance with Section 6(a)12.1.

Appears in 1 contract

Samples: Registration and First Refusal Rights Agreement (Voicetek Corp)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(iSECTION 8.3(a) above), then each Participating Stockholder Offeree may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Offeree elected to purchase pursuant to Section 6(b) SECTION 8.2 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a)SECTION 8.1.

Appears in 1 contract

Samples: Securities Purchase Agreement (Viewlocity Inc)

Reduction in Amount of Offered Securities. If In the Company event the Corporation shall propose to sell less than all of the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i5.6(a) above), then each Participating Stockholder may, at its sole option and in its sole discretion, the Subscriber shall reduce the number of, of shares or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Subscriber elected to purchase pursuant to this Section 6(b) multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company Corporation actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Subscriber so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company Corporation may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Subscriber in accordance with Section 6(a5.6(a).

Appears in 1 contract

Samples: Subscription Agreement (National Datacomputer Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i4(r)(iii) above), then each Participating Stockholder Buyer may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder such Buyer elected to purchase pursuant to Section 6(b4(r)(ii) multiplied by a fraction, (A) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (B) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Buyer so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Buyers in accordance with Section 6(a4(r).

Appears in 1 contract

Samples: Securities Purchase Agreement (Aphton Corp)

Reduction in Amount of Offered Securities. If In the Company event Newco, PE or Quantech, as the case may be, shall propose to sell less than all of the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i5.2(i) above), then each Participating Stockholder may, at its sole option and in its sole discretion, the party receiving the offer shall reduce the number of, of shares or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered offered Securities which the Participating Stockholder elected electeded to purchase be purchased pursuant to Section 6(b) 5.2 multiplied by a fraction, (AI) the numerator of which shall be the amount of Offered Securities which Newco, PE or Quantech, as the Company case may be, actually proposes to sell, and (BII) the denominator of which shall be the amount of all Offered Securitiesoffered securities. In the event that any Participating Stockholder PE or Quantech, as the case may be, so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, neither Newco, PE or Quantech, as the Company case may not be, may sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders in accordance with Section 6(a)5.1.

Appears in 1 contract

Samples: Agreement Regarding Newco and Agreement (Quantech LTD /Mn/)

Reduction in Amount of Offered Securities. If In the event that the Company shall propose proposes to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i) 6.4 above), then each Participating Stockholder the Investor may, at its sole option and in its sole and absolute discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Investor elected to purchase pursuant to Section 6(b) 6.3 above multiplied by a fraction, (A) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (B) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Investor so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Investors in accordance with Section 6(a)herewith.

Appears in 1 contract

Samples: Subscription Agreement (Proxim Corp)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i8.3(a) above), then each Participating Stockholder Investor may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which that shall be not less than the amount of the Offered Securities which that the Participating Stockholder Investor elected to purchase pursuant to Section 6(b) 8.2 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all originally Offered Securities. In the event that any Participating Stockholder Investor so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Investors in accordance with Section 6(a)8.1.

Appears in 1 contract

Samples: Stock Purchase Agreement (Powerwave Technologies Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Offered Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i10.03(a) above), then each Participating Stockholder maythe Purchaser shall have the right, at its sole option and in its sole discretionbut not the obligation, to reduce the number of, of shares or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Purchaser elected to purchase pursuant to Section 6(b) 10.02 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Purchaser so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Purchaser in accordance with Section 6(a)10.01.

Appears in 1 contract

Samples: Stock Purchase Agreement (Information Management Associates Inc)

Reduction in Amount of Offered Securities. If the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i4(o)(iii) above), then each Participating Stockholder Buyer may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder such Buyer elected to purchase pursuant to Section 6(b4(o)(ii) multiplied by a fraction, (A) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (B) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Buyer so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Buyers in accordance with Section 6(a4(o).

Appears in 1 contract

Samples: Securities Purchase Agreement (Vaso Active Pharmaceuticals Inc)

Reduction in Amount of Offered Securities. If In the event ----------------------------------------- the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i6.03(a) above), then each Participating Stockholder Purchaser may, at its sole option and in its sole discretion, reduce the number ofnumber, or other units units, of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Purchaser elected to purchase pursuant to Section 6(b) 6.02 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Purchaser so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Purchasers in accordance with Section 6(a)6.01.

Appears in 1 contract

Samples: Occupational Health & Rehabilitation Inc

Reduction in Amount of Offered Securities. If In the event that the Company shall propose proposes to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i5.2(d) above), then each Participating Stockholder I2BF may, at its sole option and in its sole and absolute discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder I2BF elected to purchase pursuant to Section 6(b5.2(c) above multiplied by a fraction, (A) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (B) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder I2BF so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered reoffered to the Participating Stockholders I2BF in accordance with Section 6(a)herewith.

Appears in 1 contract

Samples: Convertible Note and Warrant Purchase Agreement (Stratos Renewables CORP)

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Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all of the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i6.03(a) above), then each Participating Stockholder may, at its sole option and in its sole discretion, Purchaser shall reduce the number of, of shares or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Purchaser elected to purchase pursuant to Section 6(b) 6.02 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount 38 - 37 - of all Offered Securities. In the event that any Participating Stockholder Purchaser so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Purchasers in accordance with Section 6(a)6.01.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Chemgenics Pharmaceuticals Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i4(g)(iii) above), then each Participating Stockholder Buyer may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder such Buyer elected to purchase pursuant to Section 6(b4(g)(ii) multiplied by a fraction, (A) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (B) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Buyer so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Buyers in accordance with Section 6(a4(g).

Appears in 1 contract

Samples: Securities Purchase Agreement (Va Software Corp)

Reduction in Amount of Offered Securities. If the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i4(k)(iii) above), then each Participating Stockholder Buyer may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder such Buyer elected to purchase pursuant to Section 6(b4(k)(ii) multiplied by a fraction, (A) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (B) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Buyer so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Buyers in accordance with Section 6(a4(k).

Appears in 1 contract

Samples: Securities Purchase Agreement (Telecommunication Systems Inc /Fa/)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Offered Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i8.03(a) above), then each Participating Stockholder mayOfferee shall have the right, at its sole option and in its sole discretionbut not the obligation, to reduce the number of, of shares or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder such Offeree elected to purchase pursuant to Section 6(b) 8.02 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a)8.01.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mortgage Com Inc)

Reduction in Amount of Offered Securities. If In the event that the Company shall propose proposes to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(iparagraph (c) above), then each Participating Stockholder Significant Investor may, at its sole option and in its sole and absolute discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder such Significant Investor elected to purchase pursuant to Section 6(bparagraph (b) above multiplied by a fraction, (A) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (B) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Significant Investor so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Significant Investors in accordance with Section 6(a)herewith.

Appears in 1 contract

Samples: Securities Purchase Agreement (Verso Technologies Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i6.3(a) above), then each Participating Stockholder a Purchaser may, at its sole option and in its sole discretion, reduce the number of, or other units of of, the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which that shall be not less than the amount of the Offered Securities which the Participating Stockholder that such Purchaser elected to purchase pursuant to Section 6(b) 6.2 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder such Purchaser so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders such Purchaser in accordance with Section 6(a)6.1.

Appears in 1 contract

Samples: Share Purchase Agreement (Banyan Strategic Realty Trust)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i4.7(c)(i) above), then each Participating Stockholder Offeree may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Offeree elected to purchase pursuant to Section 6(b4.5(b) multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a4.7(a).

Appears in 1 contract

Samples: Stock Purchase Agreement (Repligen Corp)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i12(c)(i) above), then each Participating Stockholder Offeree may, at its sole option and in its sole discretion, reduce the number of, or other units of of, the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Offeree elected to purchase pursuant to Section 6(b12(b) multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered SecuritiesSecurities stated in the Offer (the “Original Offered Number”). In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a12(a).

Appears in 1 contract

Samples: Investor Rights Agreement (KAYAK SOFTWARE Corp)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i5.03(a) above), then each Participating Stockholder Purchaser may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Purchaser elected to purchase pursuant to Section 6(b) 5.02 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Purchaser so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Purchasers in accordance with Section 6(a)5.01.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Furniture Com Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all of the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i6.03(a) above), then each Participating Stockholder may, at its sole option and in its sole discretion, the Purchasers may reduce the number of, of shares or other units shares of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Purchasers elected to purchase pursuant to Section 6(b) 6.02 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder the Purchasers so elects elect to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Purchasers in accordance with Section 6(a)6.01.

Appears in 1 contract

Samples: Stock Purchase Agreement (Yarraman Winery, Inc.)

Reduction in Amount of Offered Securities. If In the event that the Company shall propose proposes to sell less than all the Refused Subsequent Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(iparagraph (c) above), then each Participating Stockholder Investor may, at its sole option and in its sole and absolute discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices Notice of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder such Investor elected to purchase pursuant to Section 6(bparagraph (b) above multiplied by a fraction, (A) the numerator of which shall be the amount of Offered Subsequent Securities which the Company actually proposes to sell, and (B) the denominator of which shall be the amount of all Offered Subsequent Securities. In the event that any Participating Stockholder Investor so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Investors in accordance with Section 6(a)herewith.

Appears in 1 contract

Samples: Escrow Agreement (Mediabay Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i13(c)(i) above), then each Participating Stockholder Offeree may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Offeree elected to purchase pursuant to Section 6(b13(b) multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a13(a).

Appears in 1 contract

Samples: Rights Agreement (Fastnet Corp)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i) above), then each Participating Stockholder Investor may, at its sole option and in its sole discretionoption, but shall not be required to, reduce the number of, or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Investor elected to purchase pursuant to Section 6(b) multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Investor so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Investors in accordance with Section 6(a).

Appears in 1 contract

Samples: Stockholders Agreement (Inotek Pharmaceuticals Corp)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i10(c)(i) above), then each Participating Stockholder Offeree may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Offeree elected to purchase pursuant to Section 6(b10(b) multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a10(a).

Appears in 1 contract

Samples: Investor Rights Agreement (Sige Semiconductor Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i5.03(a) above), then each Participating Stockholder may, at its sole option and in its sole discretion, Purchaser shall reduce the number of, or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Purchaser elected to purchase pursuant to Section 6(b) 5.02 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Purchaser so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Purchasers in accordance with Section 6(a)5.01.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Akamai Technologies Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all of the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i9.03(a) above), then each Participating Stockholder may, at its sole option and in its sole discretion, Purchaser may reduce the number of, of shares or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Purchaser elected to purchase pursuant to Section 6(b) 9.02 multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Purchaser so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Purchasers in accordance with Section 6(a)9.01.

Appears in 1 contract

Samples: Stock Purchase Agreement (Allou Health & Beauty Care Inc)

Reduction in Amount of Offered Securities. If In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i11(c)(i) above), then each Participating Stockholder Offeree may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Offeree elected to purchase pursuant to Section 6(b11(b) multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered Securities. In the event that any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a11(a).

Appears in 1 contract

Samples: Investor Rights Agreement (NameMedia, Inc.)

Reduction in Amount of Offered Securities. If the Company shall propose Corporation proposes to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 6(c)(i) above), then each Participating Stockholder Offeree may, at its sole option and in its sole discretion, reduce the number of, or other units of the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Participating Stockholder Offeree elected to purchase pursuant to Section 6(b(b) above multiplied by a fraction, (Ai) the numerator of which shall be the amount of Offered Securities which the Company Corporation actually proposes to sell, and (Bii) the denominator of which shall be the amount of all Offered SecuritiesSecurities the Corporation proposed to sell in the notice of the Offer delivered pursuant to paragraph (a) above. In the event that If any Participating Stockholder Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices Notice of Acceptance, the Company Corporation may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Participating Stockholders Offerees in accordance with Section 6(a)(a) above.

Appears in 1 contract

Samples: Agreement (Akela Pharma Inc.)

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